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Castellum — AGM Information 2009
Feb 18, 2009
2900_rns_2009-02-18_3e51e1e6-f338-4eff-96e9-d7ef30545ac4.pdf
AGM Information
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PRESS RELEASE 4/2009
Gothenburg February 18, 2009
Summons to the Annual General Meeting of Shareholders in Castellum AB
At the Annual General Meeting of Shareholders in Castellum AB, on Thursday, March 26, 2009, following proposals will, inter alia, be presented:
- A distribution of SEK 3.15 per share and Tuesday, March 31, 2009 as the record day for distribution.
- Mr Jan Kvarnström, Mr Per Berggren, Mrs Marianne Dicander Alexandersson, Mrs Ulla-Britt Fräjdin-Hellqvist, Mr Christer Jacobson and Mr Göran Lindén are proposed to be re-elected as members of the board of directors. Mr Jan Kvarnström is proposed to be re-elected as chairman of the board of directors. Accordingly, all present members of the board of directors, except for Mr Mats Wäppling who has declined re-election, are proposed for re-election. Further, the level of remuneration to the members of the board of directors is proposed to be SEK 1,525,000 out of which SEK 450,000 shall be allocated to the chairman of the board of directors and SEK 215,000 to each of the remaining members of the board of directors. The proposal entails that the remuneration per person remains the same but that the overall remuneration is reduced by SEK 215,000 since the board of directors is reduced by one member. The amounts include compensation for committee work.
- A new election committee shall be appointed in preparation for the annual general meeting 2010, in accordance with the previously applied model. This model entails that the chairman of the board of directors should be assigned to contact the three largest registered or otherwise known shareholders at the end of the third quarter in 2009 and to invite them to each appoint one member of the election committee. If such a shareholder should not wish to appoint a member, the fourth largest registered or otherwise known shareholder should be consulted and so on. The members appointed in accordance with the above, shall, together with the chairman of the board of directors, being responsible for the summoning procedure, constitute the election committee.
- Renewed authorisation for the board of directors to resolve to acquire and transfer the company's own shares until the next annual general meeting of shareholders.
Appendix: the Summons
Castellum is one of the major listed real estate companies in Sweden. The fair value of the real estate portfolio amounts to approx. SEK 29 billion, and comprises commercial properties. The real estate portfolio is owned and managed by six wholly owned subsidiaries with strong local presence in five growth regions: Greater Gothenburg, the Öresund Region, Greater Stockholm, Mälardalen and Eastern Götaland. Castellum is listed on NASDAQ OMX Stockholm AB Large Cap.
For more information please contact
Jan Kvarnström, chairman of the Board of Directors. Tfn +49 160 906 01 899 Håkan Hellström, CEO. Tfn +46 705 60 74 56
www.castellum.se
Castellum is obligated to disclose this information due to requirements in the Capital Markets Act and/or the Financial Instruments Trading Act.
Summons to the Annual General Meeting of Shareholders in CASTELLUM AB (publ)
The shareholders of Castellum AB (publ) are hereby summoned to the annual general meeting of shareholders to be held on Thursday, March 26, 2009 at 5 pm at the Chalmers Kårhus, RunAn, at Chalmersplatsen 1 in Gothenburg. The entrance opens at 4 pm.
Notification etc
Shareholders wishing to attend the annual general meeting must be registered as shareholders in the share register kept by Euroclear Sweden AB (former VPC AB) by Friday, March 20, 2009 and must also have notified their attendance to the company no later than 4 pm on Friday, March 20, 2009.
Notification of attendance at the annual general meeting can be made by post to Castellum AB (publ), Box 2269, 403 14, Gothenburg, by phone +46 (0)31-60 74 00, by fax +46 (0)31-13 17 55, by e-mail [email protected], or by filling out a notification form on www.castellum.se. The notification must state name/business name, social security number/ company registration number, address and telephone number. For those shareholders, who wish to be represented by proxy, the company provides a proxy form on www.castellum.se.
Shareholders who own shares through a nominee must temporarily register such nominee shares in their own name in order to have the right to participate in the annual general meeting. Such registration must have been carried out at Euroclear Sweden AB no later than Friday, March 20, 2009. Shareholders must, in good time before this date, instruct their nominees to effect such registration.
The annual accounts, the audit report, the auditor's statement according to item 6 b) below, the election committee's statement according to item 10 below and the complete proposals and statements regarding items 8, 14, 15 and 16 below, can be obtained from the company's office at Kaserntorget 5, Gothenburg, and will be sent to shareholders upon request, provided the shareholder states a postal address. The above mentioned documents can also be obtained on the company's website www.castellum.se and will be presented at the annual general meeting.
There are in total 172,006,708 shares and votes in the company. At present, 8,006,708 of these shares have been acquired by the company itself and cannot be represented at the annual general meeting.
Items
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- Election of chairman of the meeting.
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- Preparation and approval of the voting list.
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- Approval of the agenda.
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- Election of one or two persons to verify the minutes.
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- Consideration of whether or not the general meeting has been duly convened.
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- Presentation of
- a) the annual accounts and the audit report as well as the group accounts and the group audit report,
- b) the auditor's statement regarding the company's compliance with the guidelines for remuneration to members of the executive management, in effect since the previous annual general meeting.
In connection thereto, presentation by the chairman of the board of directors and the managing director.
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- Resolution regarding the adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet.
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- Resolution regarding the allocation of the company's profit in accordance with the adopted balance sheet and, in case the meeting resolves to distribute profit, a resolution regarding the record day for distribution.
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- Resolution regarding discharge from liability towards the company in respect of the members of the board of directors and the managing director.
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- The election committee's report on its work and the election committee's statement concerning its proposals regarding the board of directors.
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- Resolution regarding the number of members of the board of directors.
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- Resolution regarding remuneration to the members of the board of directors.
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- Election of members of the board of directors and chairman of the board of directors.
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- Resolution regarding the establishment of an election committee for the next annual general meeting.
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- Resolution regarding guidelines for remuneration to members of the executive management of the company.
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- Resolution regarding authorisation for the board of the directors to resolve to acquire and transfer the company's own shares.
Proposals for Resolution
Item 1
The election committee proposes Mr Claes Beyer to preside as chairman of the meeting.
Item 8
The board of director's proposes a distribution of SEK 3.15 per share and Tuesday, March 31, 2009 as the record day for distribution, which means that the last trading day for shares including distribution will be Thursday, March 26, 2009.
Items 11, 12 and 13
An election committee has, in accordance with the resolution taken by the shareholders at the annual general meeting of 2008, been established. The election committee consists of Mrs Maj-Charlotte Wallin representing AFA Försäkring, Mr Lars-Åke Bokenberger representing AMF Pension, Mr Carl Rosén representing Andra AP-fonden and Mr Jan Kvarnström, chairman of the board of directors. The chairman of the election committee is Mrs Maj-Charlotte Wallin.
The election committee has made the following proposals.
- (a) The board of directors should consist of six members.
- (b) The remuneration to the members of the board of directors should be SEK 1,525,000 out of which SEK 450,000 should be allocated to the chairman of the board of directors and SEK 215,000 to each of the remaining members of the board of directors. The proposal entails that the remuneration per person remains the same but that the overall remuneration is reduced by SEK 215,000 since the board of directors is reduced by one member. The amounts include compensation for committee work.
- (c) Mr Jan Kvarnström, Mr Per Berggren, Mrs Marianne Dicander Alexandersson, Mrs Ulla-Britt Fräjdin-Hellqvist, Mr Christer Jacobson and Mr Göran Lindén should be re-elected as members of the board of directors. Jan Kvarnström should be re-elected as chairman of the board of directors. Accordingly, all present members of the board of directors, except for Mr Mats Wäppling who has declined re-election, are proposed for re-election.
Item 14
The election committee suggests that the shareholders resolve to appoint a new election committee in preparation for the annual general meeting to be held in 2010, in accordance with the previously applied model. This model entails that the chairman of the board of directors should be assigned to contact the three largest registered or otherwise known shareholders at the end of the third quarter in 2009 and to invite them to each appoint one member of the election committee. If such a shareholder should not wish to appoint a member, the fourth largest registered or otherwise known shareholder should be consulted and so on. The members appointed in accordance with the above, shall, together with the chairman of the board of directors, being responsible for the summoning procedure, constitute the election committee. The election committee shall appoint a chairman amongst its members. The names of the members of the election committee shall be published in the company's interim report for the first three quarters of the year. The election committee shall serve as the election committee until a new election committee commences its service.
Item 15
The board of directors' proposal regarding guidelines for remuneration to the members of the executive management of the company includes the following main items. The level of remuneration shall correspond to what is market rate. A fixed salary shall be paid for work performed in a satisfactory manner. Pension terms shall correspond to what is market rate and shall be based on pension schemes with fixed charges. In addition to the fixed salary, flexible remunerations may be offered in accordance with an incentive programme. The flexible remuneration, which cannot exceed the fixed salary, shall be determined by to what extent previously set goals in respect of income from property management and share price development, have been reached and how soft factors, such as personnel skills and customer satisfaction, have been developed. Flexible remuneration will be paid out as salary. Dismissal pay and severance pay shall not exceed 24 monthly salaries in total in respect of each member of the executive management of the company, with deductions for salary and remuneration deriving from another employment or activity. The guidelines encompass the managing director, deputy managing director, finance director and financial director of Castellum AB and the managing directors of the subsidiaries of Castellum AB. The board of directors shall, in particular circumstances, have the right to deviate from the guidelines if there are special reasons to do so.
Item 16
The board of directors' proposal entails that the board of directors shall continue to be authorised to, until the next annual general meeting of shareholders, acquire, on one or several occasions, the company's own shares provided that the company will at no time hold more than 10 % of the total shares in the company and to transfer the number of own shares held at the time, with deviation from the shareholders' preferential rights. The aim of the proposal made by the board of directors' is to allow the company to acquire its own shares in order to adapt the capital structure of the company to its capital needs from time to time and to transfer shares in connection with potential acquisitions. This aim does not allow the company to trade with its own shares for the independent purpose of making a profit. A resolution regarding authorisation of the board of directors to acquire and transfer own shares requires approval of at least two thirds of the given votes as well as the shares represented at the annual general meeting.
Gothenburg, February, 2009
CASTELLUM AB (publ) The board of directors